Study On The Fiduciary Duty Of Controlling Shareholders

With the further development of transitional system to company in our country, the scale of companies becomes larger and larger. Meanwhile, the atmosphere of controlling shareholder's violation of the fiduciary duty has been attracted more and more public attention. The fiduciary duty of controlling shareholders, that is the faith duty, means the controlling shareholders undertakes the duty of trustee to the week companies and thirds, when the controlling shareholders are under prevailing condition and it can influence and decide the others' rights and interests. The controlling shareholders must obey its own fiduciary duty, can't put its own interests above that of companies and harm the interests of companies and other minority shareholders, when they exert their controlling power. Thanks to the special historical reasons, most of the companies have controlling shareholders. The unreasonable share right's structure, and the lack of instructions in the law, make the events of the controlling shareholders' abusing controlling rights, violating fiduciary duty, and harming the interests of companies and other minority shareholders come to increase. On the contrary, the fiduciary duty of controlling shareholders has been affirmed not only by the Continental Legal System, but also by the Anglo-American Legal System. The author thinks we must use the legislative experience of other countries for reference, and combine with the present situation of our country to regulate the controlling shareholder's fiduciary duty. This paper makes some discussion about it, which looks forward to helping the research on it.